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By the winter of 2003-04, the Marine Corps was ordered to head back to Iraq to lend a hand. Its units would replace the Army in one of the toughest parts of the country, al Anbar province, in the western desert, and dominated by the hostile towns of Fallujah and Ramadi.

The Marines were determined to operate differently than the Army had there, as a host of units had rotated through over the summer and fall of 2003. The Corps has long had a different outlook and culture than the Army. The smaller, infantry-oriented Corps tends to see war as a matter of the spirit; in other words, it believes less in technology and machinery and more in the human factors — blood, sweat, love, hate and faith — as the decisive factors in combat. This embrace of the elemental nature of war runs from bottom to top: Marine boot camp indoctrinates recruits into a culture comfortable with killing the enemy, and Marine generals don’t shy away from using the word “kill” in interviews about their line of work.

Through much of late 2003 the Marine Corps had watched Army operations in Iraq with growing discomfort. With its roots in occupying Haiti and fighting banana wars in Central America, the Corps quietly thought it had a better feel for how to conduct a counterinsurgency campaign. Some officers said privately that they thought the Army had been unnecessarily heavy-handed in Iraq, firing artillery shells from big bases and taking hostages when it should have been living among the people. Most of this discussion occurred far from public view, but it occasionally surfaced, as when Lt. Col. Carl E. Mundy III, who had commanded a Marine battalion in Iraq in the summer of 2003, wrote an op-ed piece for the New York Times later that year scornfully contrasting the Marine success in pacifying south-central Iraq with the war the Army found itself waging further north in the Sunni Triangle. When the Marines returned to Iraq, Mundy promised, they would follow a counterinsurgency approach that “will stand in contrast to the new, get-tough strategy adopted by American forces in the Sunni Triangle.”

Unusually for a lieutenant colonel, Mundy, himself the son of a Marine commandant, was specifically critical of a general: in this case, the Army’s Gen. [Raymond T.] Odierno and the tactics he had employed with the 4th Infantry Division around Tikrit. “We need to abandon techniques like surrounding villages with barbed wire and rounding up relatives of guerrillas,” he wrote. Mundy was referring to Lt. Col. Steve Russell, a battalion commander in the 4th ID who had encircled the village of Auja, home of many of Saddam’s relatives, with concertina wire and made military-age males who wanted to come or go show an identity card. “The insurgents should not be allowed to swim among the population as a whole,” Russell said. “What we elected to do was make Auja a fishbowl so we could see who was swimming inside.” Like the toy car controller Russell had used to detonate roadside bombs, the fencing of Auja showed that Russell was a battlefield innovator, seeking new solutions to the problems he encountered in Iraq. In one of his letters home, he said he was influenced in part by French tactics in Algeria. He apparently didn’t subscribe to the judgment of historians that such tactics won the battles for the French at the cost of losing the war.

Kicking in doors, knocking down buildings, burning orchards and firing artillery into civilian neighborhoods was bound to be counterproductive in the long run, Mundy warned: “The continued use of such hard-nosed tactics only risks further erosion of trust.” He simply was making public what more senior Marines long had been saying behind closed doors. In December, Lt. Gen. James Conway, who would be the senior Marine going back into Iraq, told the New York Times that he didn’t plan to use airstrikes or artillery attacks against insurgents. “That will not be our method of operation,” he said.

The Marines thought they could use in the Sunni Triangle the tactics they had employed effectively in the south. “Our expectations were pretty high that we would be successful using our stability operations that we had trained towards,” Col. [John A.] Toolan, commander of the 1st Marine regiment. “We had just come out of the southern region, south of Baghdad — Hillah, Diwaniyah, Karbala and Najaf — and we had had tremendous success. Governments were blossoming, money was being spent in reconstruction efforts. So the perception that we had was, this works, we can actually get there. We can work with the locals. ? [A]ll of these things led us to believe that our techniques and our procedures were pretty effective and we could use them in al Anbar.”

Marine Major General James Mattis

“Be polite, be professional, but have a plan to kill everybody you meet,” was one of the rules Maj. Gen. James Mattis gave his Marines to live by in Iraq. Mattis, the commander of the 1st Marine Division, began in the winter of 2003-04 to train his troops to operate differently from the Army when they returned to Iraq. Mattis was unusual in many ways, most notably in being one of the more intense intellectuals in the U.S. military. “He is one of the most urbane and polished men I have known,” said retired Army Maj. Gen. Robert Scales, himself a Ph.D. in history. “He can quote Homer as well as Sun Tzu.” (Once possessed of a huge personal library, Mattis gave away many thousands of books to Marine and local libraries, and in late 2005 estimated that he had reduced his load to about 1,000 volumes.) When he deploys Mattis always packs the Meditations of Marcus Aurelius, the Roman who was both a Stoic philosopher and an emperor. “It allows me to distance myself from the here and now,” and to discern the connection to the eternal verities of warfare, he explained. Mattis also objected to the Rumsfeld Pentagon’s emphasis on “net-centric” warfare built around the movement of data. “Computers by their nature are isolating. They build walls. The nature of war is immutable: You need trust and connection.” He dismissed the net-centric emphasis as “a Marxian view — it ignores the spiritual.”

With his troops he tended to be earthier. “The first time you blow someone away is not an insignificant event,” he told 200 Marines at a one session in al Asad. “That said, there are some assholes in the world that just need to be shot. There are hunters and there are victims. By your discipline, cunning, obedience and alertness, you will decide if you are a hunter or a victim. ? It’s really a hell of a lot of fun. You’re gonna have a blast out here!” He finished in Pattonesque fashion: “I feel sorry for every son of a bitch that doesn’t get to serve with you.”

Small, slight and bespectacled, Mattis didn’t fit the Hollywood image of the fire-breathing Marine commander. But retired Marine Col. Gary Anderson, himself a widely respected officer, commented, “I think he’s the finest combat leader we’ve produced since Korea.” Mattis genuinely seemed to thrive on the noise and confusion of battle. He adopted “Chaos” as his call sign when he took the Marines into southern Afghanistan in the fall of 2001 and kept it when he led the Marine part of the invasion force for Iraq in the spring of 2003. After the invasion he sent home his tanks and artillery pieces and went to Iraqi military leaders in each area his troops were in. “I come in peace,” Mattis recalled telling them. “I didn’t bring artillery. But I’m pleading with you, with tears in my eyes: If you fuck with me, I’ll kill you all.”

Just before Christmas 2003 in California, preparing to take his troops back into Iraq, where they would relieve the 82nd Airborne in al Anbar province, he held a two-day meeting of his staff and commanders at Camp Pendleton to plan a different approach. Mattis’s Marines would be culturally sensitive, the session decided. They wouldn’t wear sunglasses when interacting with Iraqis, so there wouldn’t be a barrier between them and the locals. They would learn a smattering of Arabic. They would even grow moustaches so they would look more like the locals. Marine intelligence analysts wouldn’t overreact to clerics’ Friday sermons blasting the occupiers. “Religious leaders are normally going to be critical publicly of the coalition,” said a summary of the meeting’s major points.

“Otherwise they will be seen as weak by their followers.” Also, Marine commanders were warned to brace for Fridays, when Iraqis left the mosques “fired up.”

To the degree possible, Marine operations would be comprehensible to Iraqis. Col. Toolan of the 1st Marines recalled: “Transparency was the name of the game. We knew we didn’t know who to trust. So, go in with the mentality that we care, and we’ll work with you.” In a tactic that reached back to Marine “Combined Action Platoon” operations decades earlier in Vietnam, the plan called for small units of Marines to live among the people in many Sunni towns and villages to facilitate training of the Iraqi police and civil defense forces.

Don’t get upset when a family lies to you about one of its members committing a crime, the Marine meeting advised, in an admonition unusual for an institution that places great value on truth-telling: “This is not an attempt to cover up, it is an attempt to save the honor the family. They know he did it. They just don’t want to lose face. This is fine, you know the truth, let the family keep its honor intact.” In an even more extraordinary conclusion, the Marine meeting called for an almost deferential approach to searching Iraqi houses. “If you knock at the door for a ‘cordon and knock,’ try not to look directly into the house when the door opens. If searching, be careful. Do not destroy possessions and furniture,” and ask the leader of the household to open rooms and cupboards. Nor should that man be dishonored before his family. “If something is found, do not throw the leader of the house to the ground in front of his family,” the meeting advised. “Give him some honor. Tell them he needs to explain to his wife and children that he is coming with you.”

Most controversial, at least inside the U.S. military, were the steps the Marines chose to underscore to Iraqis that they weren’t the U.S. Army. To emphasize to Iraqis that the Marines arriving in Fallujah and other centers of resistance were a new and different organization, the Marines planned to wear green camouflage uniforms and black Marine boots for their initial 45 days of patrolling, instead of the tan desert uniform worn by Army soldiers in Iraq. “The green uniforms will be one very visible difference and symbolically represent that break between the old and the new,” said one Marine officer who attended the Pendleton discussion. It was important to do so, he continued, because of the counterproductive approach some Army divisions had taken in Iraq in 2003. “I’m appalled at the current heavy-handed use of air and artillery in Iraq. I don’t believe there is any viable use for artillery or JDAMs [Joint Direct Attack Munitions, precision-guided bombs weighing 1,000 or 2,000 pounds] in the current environment.” This officer, like many Marines, had concluded that, “success in a counterinsurgency environment is based on winning popular support, not on blowing up peoples’ houses.”

That view probably represented the most basic difference in the approach the Marines aimed to take when they returned to Iraq early in 2004. “At the end of the day it all boils down to whether you are fighting the insurgents or the insurgency,” said one veteran Marine officer. “The Army, writ large — I exempt the 101st — has chosen to fight the insurgents and the Corps the insurgency.” This is, he added, “the same argument we had in Vietnam.” Mattis concluded the December meeting by saying that, “Both the insurgency and the military force are competing for the same thing: the support of the people.” At the same time, he said, you have to kill the insurgents when you are confronted. “There is only one ‘retirement plan’ for terrorists.”

This generally softer, more culturally sensitive approach, combined with a hard-nosed willingness to mix it up when necessary, got good reviews from some others. “The Marines are on to something here,” said a Defense Intelligence Agency analyst with experience in Iraq.

“I like the Marine approach, and I think it’ll succeed,” said Lt. Col. David Poirier, the MP commander in Tikrit who had been appalled by some of the actions of Army soldiers, especially the 82nd Airborne, when he had operated in Fallujah earlier in 2003. “I believe that some of the insurgency is due to families acting out against American forces for deaths occurring as a result of collateral damage.”

An Army major serving on the CPA staff who had studied Iraqi tribal issues also thought it was wise to try a new approach in Fallujah and the rest of al Anbar province. “I think this is a sound strategy and a good start to begin the reconciliation process,” he said. His view was that the U.S. military had gotten off to an ugly start in that region on April 28, 2003, when the 82nd Airborne had fired into a crowd. “I am of the opinion that much of our trouble in the triangle is the result of the April incident in which 13 locals were killed by US forces. The tribal code demanded a restitution and reconciliation ritual, and lacking this ritual required vendetta. ? I believe that the Marines may be able to break this cycle of violence with a fresh start.”

But the express intention of the Marines to distinguish themselves from the Army drew angry responses from many others. Retired Army Col. Lloyd Matthews said he found this aspect of the Marine discussions distasteful. “It is hardly advisable in joint operations to denigrate the tactics of the sister service that preceded you in the trenches and to suggest that you are going to do a lot better,” he said. “If one is going to do better than his predecessor, it is wiser to wait and let his success speak for itself rather than trumpeting it in advance.” He was especially unhappy with the intention to wear a different uniform. “The green cammy phase is for no other purpose than to differentiate the lovable Marines now in town from those detestable Army ruffians who just left.”

Matthews, a former editor of Parameters, the Army’s premier professional journal, was also skeptical about whether the Marine “Combined Action Platoon” program would be viable in the hostile atmosphere of the Sunni Triangle. “First, CAPs work only when they operate in a broadly secure environment,” he said. “They can’t go up against a significant encroaching force. Second, they fragment your own force and consume manpower. Third, CAPs presuppose the availability of a reliable, loyal, ample local militia. That may become so. It is not so now.” In fact, Matthews didn’t know it, but that lack of dependable local forces was to become a major problem for the Marines in the spring of 2004.

Others warned the Marines were in for a rude surprise. Lt. Col. Gian Gentile, who served with the 4th Infantry Division in the area around Tikrit, commented at the same time, “Unfortunately, the Sunni Triangle is nothing like southern Iraq or the part of northern Iraq around Mosul. ? I hope the Marines’ velvet glove works, that it saves the lives of Marines and Iraqis, and leads to a stable and secure region. But I also fear that this approach, by dismissing the cultural and tactical differences in the Sunni Triangle, will ignore the hard-won gains of Army units over the past eight months.”

An Army general who was experienced in Iraq privately applauded the Marines’ intentions but quietly cautioned, “I don’t think it will prove as easy as it briefs. ? Some of this reflects a degree of intellectual smugness that might be warranted after, say, six successful months on the ground.” He would prove clairvoyant.

The meditations of General Mattis

To prepare his officers mentally to go back into Iraq, Mattis had them read over 1,000 pages of material culled from 72 commentaries and news articles on insurgencies, sent out in three mass e-mails during the winter of 2003-04. “Ultimately, a real understanding of history means that we face nothing new under the sun,” he wrote to a colleague on Nov. 20, 2003. “For all the ‘4th Generation of War’ intellectuals running around today saying that the nature of war has fundamentally changed, the tactics are wholly new, etc., I must respectfully say, ‘Not really’: Alexander the Great would not be in the least bit perplexed by the enemy that we face right now in Iraq, and our leaders going into this fight do their troops a disservice by not studying — studying, vice just reading — the men who have gone before us. We have been fighting on this planet for 5,000 years and we should take advantage of their experience. ‘Winging it’ and filling body bags as we sort out what works reminds us of the moral dictates and the cost of competence in our profession.”

Each selection in “the CG’s Periodical Reading List for deployment” carried an explanation by Mattis of what he considered noteworthy in it. Battalion commanders were required to certify in writing that their subordinates had read and understood the material. “While learning from experience is good, learning from others’ experiences is even better,” Mattis wrote in his introductory comment. Again and again, the theme of the readings was that Iraq could be frustrating, difficult and complex, and that leaders needed to prepare their troops for that environment. The articles called for maintaining discipline, honing skills and having faith in each other—and warned of what can go wrong when soldiers lost hold of those fundamentals.

The first of the 72 selections was a magazine article titled, “The Tipping Point: How military occupations go sour,” about mistakes the Israelis had committed in Lebanon. The second was a news story about the mistaken shooting by a U.S. soldier of the head of the U.S.-appointed municipal council in Sadr City. The third was about a similar incident involving the 82nd Airborne. On an article about the Army bringing charges against Lt. Col. [Allen B.] West, the battalion commander in the 4th ID who fired a weapon next to a detainee’s ear, Mattis wrote, “this shows a commander who has lost his moral balance or has watched too many Hollywood movies. By our every act and statement, Marine leaders must set a legal, moral and ethical model that maintains traditional Marine Corps levels of discipline.”

For another article, about the assassination of two Shiite politicians, he wrote, “Recall Beirut, my fine young men, and the absolute need for Iraqis to see the American military as impartial. We will be compassionate to all the innocent and deadly only to those who insist on violence, taking no ‘sides’ other than to destroy the enemy. We must act as a windbreak, behind which a struggling Iraq can get its act together.”

He also sent out to his officers T.E. Lawrence’s “27 Articles,” a distillation of everything that eccentric but insightful British officer had learned about leading and advising Arabs in combat. Article 15 in particular would resonate: “Do not try to do too much with your own hands. Better the Arabs do it tolerably than you do it perfectly. It is their war, and you are to help them, not to win it for them. Actually, also, under the very odd conditions of Arabia, your practical work will not be as good, perhaps, as you think it is.” Also, Lawrence warned in Article 22, keep in mind that these people may actually more know about certain types of fighting than you do: “Unnumbered generations of tribal raids have taught them more about some parts of the business than we will ever know.” Mattis’s introduction to the Lawrence article wisely emphasized what some Marines had been neglecting: In returning to Iraq, the Marines would be operating in a Sunni area, an environment very different from the Shiite south.

Mattis hammered home the message in a series of face-to-face meetings with his troops. “The general talked to every Marine in the division at least three times, usually in battalion size,” recalled Col. Clarke Lethin, Mattis’s chief of operations. “He wanted to talk them through, and image them through, the issues they would face. He wanted to talk about morality on the battlefield, how to go through an ambush one day and have your buddy blown up, and then face Iraqis the next day.” The message: Iraqis aren’t your enemy, don’t let the insurgents make you think that. The people are the prize.

The Marines vs. al Anbar

When Mattis arrived in Iraq, Maj. Gen. [Charles H.] Swannack, the 82nd Airborne’s commander, told him he had three pressing concerns about the Marines’ contemplated approach. First, he said, you guys need artillery. “After seeing how we got mortared and rocketed in the evenings, they decided to bring it,” Swannack recalled. Second, he advised them to think twice about trying to institute the Marine “Combined Action Platoon” program that would put small units out in villages. “I told them that the CAP program wouldn’t work, that al Anbar province wasn’t ready for it then, and maybe never, because they didn’t want us downtown.” Third, he vigorously objected to the Marine plan to wear their green Marine uniforms and black boots to distinguish themselves from the 82nd Airborne troops who had been in the area. “I told him that was a personal affront to me, and that a relief should be seamless,” Swannack said.

Mattis deferred to Swannack on the uniform issue, not wanting to cause a breach. “What I was trying to do was break the cycle of violence. He took it personally. I appreciated his candor.”

Mattis also maintained that he wasn’t replicating the Vietnam-era CAP program, but adapting it — successfully, it in his view — to local cultural conditions. Each battalion would have one platoon that was given a 30-day course in Arab customs and language, and that unit in turn could help teach its company, and then the company could affect the entire battalion.

Swannack thought he had done well in Fallujah. “I think Fallujah was being managed appropriately, with surgical operations based on precise intelligence,” he said.

Yet elsewhere in the U.S. military there was a growing belief that the 82nd Airborne had lost control of the city. [U.S. Central Command commander Gen. John] Abizaid and [commander of U.S. ground forces in Iraq Lt. Gen. Ricardo S.] Sanchez had been pressuring Swannack to do more about Fallujah, said an Army officer familiar with those exchanges.

Mattis had a plan to handle the city. “I knew Fallujah would be tough,” he recalled. But he thought he could prevail through a combining high-profile infrastructure projects, especially on electricity and water, with low-profile raids against specific individuals. “We were going to use the softer forms, focus on lights and water — and go in with small teams to kill the bad guys at night.” But as it turned out, he would never get the chance to implement this approach. Instead, Fallujah went off the tracks almost immediately. In the view of some Marine officers, what would follow was a tragedy, beginning with a mistake and followed by death and retribution. Mattis’s plan for Fallujah would become for the Corps’ commanders, a great lost opportunity, yet another of the many roads not taken in Iraq.

Marine commanders found that their broader plan for the pacification of Anbar province would be undercut by the chronic lack of troops. Col. Toolan, commander of the 1st Marines, recalled that he had four basic missions: to control major supply routes, develop Iraqi security forces, eliminate insurgent sanctuaries and create jobs. “The challenge was, when we controlled the MSRs [main supply routes] and developed the ISF, there was no one left to eliminate sanctuaries or create jobs,” Toolan recalled. “So it was like whack-a-mole.” And so, within weeks of arriving, the Marine Corps, which had wanted to go back into Iraq to show how to work better with the people, would wind up instead involved in some of the most savage fighting U.S. troops had experienced in decades.

THOMAS E. RICKS is a staff writer for the Washington Post, where he covers the U.S. military. “Fiasco” is his third book and is excerpted with permission of Penguin Press.